Regulation, and in particular, the ability to cognitively control emotional responses is essential for mental health. Emotion dysregulation lies at the heart of many psychiatric disorders, such as depression. Emotion regulation also may influence physical health, and there is growing evidence that regulation difficulties contribute to the onset and progression of cardiovascular disease and that interventions that improve emotion regulation increase cardiovascular health. What remains unclear, however, are the cognitive and neural mechanisms that underlie our emotion regulatory abilities. This proposal outlines a series of studies that tackle this question using functional magnetic resonance imaging (fMRI) to study the ability to cognitively control emotion. This ability is known as reappraisal, which entails interpreting an emotional stimulus or event in terms that attenuate (i.e. decrease) or enhance (i.e. increase) one's emotional response. Experiments 1-3 are aimed at developing a model of cognitive reappraisal in healthy young adults. We hypothesize, that reappraisal should depend upon prefrontal and cingulate systems that implement cognitive control processes, and should modulate activation of emotion processing systems such as the amygdala, striatum, and orbitofrontal cortex. To test these hypotheses, studies examine the attenuation and enhancement of positive emotions; examine possible mediating component processes, and reappraisal to other forms of regulation. A special aspect of all studies is the inclusion of large participant populations that will allow us to examine the influence on emotion of gender and other individual differences variables that influence emotional responding and regulation. These differences are used to test the model's ability to account for normal variations in emotional experience, and to discover to whom the model best applies.